Stratic Announces Filing of Information Circular for Proposed Plan of
Arrangement with EnQuest PLC
CALGARY AND LONDON, Oct 1 /CNW/ - Stratic Energy Corporation (TSX Venture: 'SE', AIM: 'SE.') ("Stratic" or the "Company") announces that it has filed its information circular and proxy statement (the "Circular") for the upcoming special meeting at which the Company's shareholders will be asked to consider and vote upon the previously-announced plan of arrangement (the "Arrangement") with EnQuest PLC ("EnQuest") under the Business Corporations Act (Yukon) (the "YBCA"). Pursuant to the Arrangement, EnQuest proposes to acquire all of the issued and outstanding Stratic shares in exchange for EnQuest shares on the basis of 0.089626 of an EnQuest share for each Stratic share.
The special meeting is scheduled to be held at 10:00 a.m. (Toronto time) on November 2, 2010 at the Toronto Marriott Bloor Yorkville Hotel in Toronto, Ontario, Canada. Further details are set forth in the notice of meeting that is included with the Circular.
The Company has commenced mailing copies of the Circular and related documents to its shareholders. Copies of the Circular, together with the accompanying instrument of proxy for use at the special meeting and letter of transmittal by which registered shareholders of the Company may surrender the certificates representing their Stratic shares in exchange for the EnQuest shares issuable under the Arrangement, are also available electronically on SEDAR at www.sedar.com and the Company's website at www.straticenergy.com.
The Circular contains details concerning the Arrangement, the requirements for the Arrangement to become effective, the procedure for exchanging Stratic shares for EnQuest shares, voting at the special meeting and other related matters, together with detailed information concerning EnQuest and its business and affairs. Shareholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to shareholders.
In order to proceed the Arrangement must be approved by a majority of not less than 66⅔% of votes cast by shareholders in person or by proxy at the special meeting and, if so endorsed, must also be approved by the Supreme Court of Yukon (the "Court") pursuant to the arrangement provisions of the YBCA. An interim order of the Court providing directions on various matters relating to the special meeting and the Arrangement, particulars of which are contained in the Circular, was issued on September 28, 2010.
Stratic shareholders of record as of the close of business on September 24, 2010 are the only persons entitled to vote on the special resolution to approve the Arrangement, subject to the Company's by-laws and the provisions of the YBCA regarding the exercise of voting rights by persons who become registered holders of Stratic shares after such record date.
Completion of the Arrangement is subject to certain additional conditions precedent as provided for under the definitive arrangement agreement between Stratic and EnQuest entered into on August 2, 2010 and described in the Circular, including the agreement by the holders of the Company's outstanding 9% convertible notes to accept the repayment offer required to be made by Stratic following completion of the Arrangement. All such holders have entered into agreements with Stratic and EnQuest by which they have committed to accept the post-closing repayment offer and, accordingly, this particular condition has now been satisfied.
If the Arrangement is approved by the shareholders on November 2, 2010 at the meeting, Stratic intends to apply to the Court for a final order approving the Arrangement at a hearing scheduled for November 4, 2010. If the final order is granted and all other conditions precedent are satisfied or waived at such time, the Company expects that the Arrangement will be completed and become binding upon all shareholders on or about November 5, 2010.
Should the Arrangement be approved by the Stratic shareholders and become effective, Stratic will become a wholly-owned subsidiary of EnQuest. Accordingly, as soon as practicable following completion of the Arrangement, the Stratic Shares will be de-listed from the TSX Venture Exchange. In addition, Stratic has applied to the London Stock Exchange for the admission to trading of Stratic shares on AIM to be cancelled following completion of the Arrangement. If the Arrangement completes on November 5, 2010 as expected, such cancellation is expected to take effect on November 8, 2010.
Notes to Editors:
EnQuest is an independent oil and gas production and development company focused on the UK Continental Shelf ("UKCS"). On April 6, 2010 EnQuest was formed from the demerged UK North Sea assets of Petrofac Limited and Lundin Petroleum AB. EnQuest shares are listed on the London Stock Exchange and on the NASDAQ OMX Stockholm and are included in the FTSE250 index and OMX Nordix index on the respective exchanges. EnQuest is completely unrelated to the company EnQuest Energy Services Corp., which was formerly listed on the TSX Venture Exchange.
Reader Advisories
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, securities to any person to whom or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold in the United States or to or for the account or benefit of a U.S. person unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements thereof.
Certain statements made herein constitute forward-looking statements, including statements concerning the anticipated dates for holding the special meeting of Stratic shareholders to consider the Arrangement, for applying to the Court for a final order approving the Arrangement, for completing the Arrangement and for the delisting of the Stratic shares from the TSX Venture Exchange and the cancellation of their admission to trading on AIM. Although the Company believes these statements to be reasonable, the assumptions upon which they are based may prove to be incorrect.
Completion of the Arrangement is subject to a number of conditions, including shareholder, court and regulatory approvals and consents. The Arrangement could be delayed if the Company is not able to obtain all necessary approvals and consents on expected timelines, or not completed at all if any condition to closing is not satisfied. There can be no assurance that the Arrangement will be completed as proposed, or at all.
For further information:
Company: | ||||
Kevin Watts, President and Chief Executive Officer John van der Welle, Chief Financial Officer Mark Bilsland, Chief Operating Officer |
+44 20 7766 7900 +44 20 7766 7900 +44 20 7766 7900 |
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Public and investor relations: | ||||
Patrick d'Ancona, M:Communications (London) Roger Fullerton (Canada) |
+44 20 7920 2347 +1 952 929 7243 |
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Email: [email protected] | ||||
Financial advisor and NOMAD: | ||||
David Kotler, Lazard Nick Fowler, Lazard |
+44 20 7187 2000 +44 20 7187 2000 |
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Website: www.straticenergy.com |
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